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ACCA LW公司法：Draft model articles of association
文章来源：ACCA官网
发布时间：2021-08-10 10:52
阅读：1394次
DRAFT MODEL ARTICLES OF ASSOCIATION
Although the model articles have not as yet been introduced,the Government has issued Draft Model Articles for Public Companies for consultation purposes–see'Related links'for a draft of the expected regulations.
The general structure of the regulations for public limited companies are set out below,and the structure of the proposed regulations for other types of companies may be seen at the Department for Business Enterprise and Regulatory Reform website.
Part 1,Article 1,simply sets out the definitions and interpretation to be applied in the articles.Part 2 deals with directors.Articles 2–5 specifically deal with directors’powers and responsibilities:
2 Directors’general authority
3 Members’reserve power
4 Directors may delegate
5 Committees.【点击免费下载>>>更多ACCA学习相关资料】
Articles 6–18 relate to decision making by directors:
6 Directors to take decisions collectively
7 Calling a directors’meeting
8 Participation in directors’meetings
9 Quorum for directors’meetings
10 Meetings where total number of directors is less than quorum
11 Chairing of directors’meetings
12 Voting at directors’meetings:general rules
13 Chairman’s casting vote at directors’meetings
14 Alternates voting at directors’meetings
15 Conflicts of interest
16 Proposing directors’written resolutions
17 Adoption of directors’written resolutions
18 Directors’discretion to make further rules.
Sections 19–23 deal with the appointment of directors:
19 Methods of appointing directors
20 Retirement of directors by rotation
21 Termination of a director’s appointment
22 Directors’remuneration
23 Directors’expenses.
Articles 24–26 deal with alternate directors:
24 Appointment and removal of alternates
25 Rights and responsibilities of alternate directors
26 Termination of an alternate directorship.
Part 3 relates to decision making by members.Articles 27–32 deal with the organisation of general meetings:
27 Members can call a general meeting if not enough directors
28 Attendance and speaking at general meetings
29 Quorum for general meetings
30 Chairing of general meetings
31 Attendance and speaking by directors and non-members
32 Adjournment.
Articles 33–40 deal with voting at general meetings:
33 Voting:general
34 Errors and disputes
35 Demanding a poll
36 Procedure on a poll
37 Content of proxy notices
38 Delivery of proxy notices
39 Amendments to resolutions
40 No voting of shares on which money owed to company
41 Class meetings.Part 4 deals with shares and distributions.
Articles 42–44 deal with the issue of shares:
42 Powers to issue different classes of share
43 Payment of commissions on subscription for shares
44 Company not bound by less than absolute interests.
Articles 45–48 deal with share certificates:
45 Certificates to be issued except in certain cases
46 Contents and execution of share certificates
47 Consolidated share certificates
48 Replacement share certificates.
Articles 49 and 50 deal with shares not held in certificated form:
49 Uncertificated shares
50 Share warrants.
Articles 51–61 deal with partly paid shares:
51 Company’s lien over partly paid shares
52 Enforcement of the company’s lien
53 Call notices
54 Liability to pay calls
55 When call notices need not be issued
56 Failure to comply with call notices:automatic consequences
57 Notice of intended forfeiture
58 Directors’power to forfeit shares
59 Effect of forfeiture
60 Procedure following forfeiture
61 Surrender of shares.
Articles 62–68 deal with the transfer and transmission of shares:
62 Transfer of certificated shares
63 Transfer of uncertificated shares
64 Transmission of shares
65 Transmittees’rights
66 Exercise of transmittees’rights
67 Transmittees bound by prior notices
68 Procedure for disposing of fractions of shares.
Articles 69–76 deal with distributions:
69 Procedure for declaring dividends
70 Calculation of dividends
71 Payment of dividends and other distributions
72 Deductions from distributions in respect of sums owed to the company
73 No interest on distributions
74 Unclaimed distributions
75 Non-cash distributions
76 Waiver of distributions.
Article 77 deals with the authority to capitalise and appropriation of capitalised sums.Part 5 deals with miscellaneous provisions.
Articles 78–80 deal with communications:
78 Means of communication to be used
79 Addresses and other contact details
80 Failure to notify contact details.
Articles 81–84 deal with administrative arrangements:
81 Company seals
82 Destruction of documents
83 No right to inspect accounts and other records
84 Provision for employees on cessation of business.
Articles 85 and 86 deal with directors’indemnity and insurance:
85 Indemnity
86 Insurance.
Written by a member of the Corporate and Business Law examining team
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